SAGA COMMUNICATIONS INC 10-Q

Item 1. Financial Statements SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ ​ 2025 ​ 2024 ​ (Unaudited) (Note) ​ ​ ​ (In thousands) ​ Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 15,791 ​ $ 18,860 ​ Short-term investments ​ ​ 9,116 ​ ​ 8,927 ​ Accounts receivable, net ​ 15,120 ​ 15,941 ​ Prepaid expenses and other current assets ​ 4,504 ​ 2,606 ​ Barter transactions ​ 1,005 ​ 752 ​ Total current assets ​ 45,536 ​ 47,086 ​ Property and equipment ​ 152,582 ​ 151,553 ​ Less accumulated depreciation ​ 101,363 ​ 99,646 ​ Net property and equipment ​ 51,219 ​ 51,907 ​ Other assets: ​ ​ ​ ​ ​ ​ ​ Broadcast licenses ​ 91,478 ​ 91,497 ​ Goodwill ​ 19,229 ​ 19,229 ​ Other intangibles, right of use assets, deferred costs and investments, net ​ 11,411 ​ 12,006 ​ Total assets ​ $ 218,873 ​ $ 221,725 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 2,758 ​ $ 3,080 ​ Accrued expenses: ​ ​ ​ ​ ​ ​ ​ Accrued payroll and payroll taxes ​ 5,128 ​ 5,542 ​ Other accrued expenses ​ 7,573 ​ 7,006 ​ Barter transactions ​ 1,023 ​ 930 ​ Total current liabilities ​ 16,482 ​ 16,558 ​ Deferred income taxes ​ 25,967 ​ 26,007 ​ Long-term debt ​ 5,000 ​ 5,000 ​ Other liabilities ​ 7,744 ​ 8,238 ​ Total liabilities ​ 55,193 ​ 55,803 ​ Commitments and contingencies (Note 11 and 14) ​ — ​ — ​ Shareholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common stock ​ 82 ​ 82 ​ Additional paid-in capital ​ 74,747 ​ 74,334 ​ Retained earnings ​ 124,554 ​ 128,216 ​ Treasury stock ​ ( 35,703 ) ​ ( 36,710 ) ​ Total shareholders’ equity ​ 163,680 ​ 165,922 ​ Total liabilities and shareholders' equity ​ $ 218,873 ​ $ 221,725 ​ Note: The balance sheet as December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See accompanying notes to unaudited condensed consolidated financial statements. 3 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, June 30, ​ 2025 2024 2025 2024 ​ ​ (Unaudited) ​ ​ (In thousands, except per share data) Net operating revenue ​ $ 28,229 $ 29,716 $ 52,441 $ 55,010 Station operating expenses ​ 22,226 ​ 23,305 44,189 ​ 45,764 Corporate general and administrative ​ 3,074 ​ 3,004 6,241 ​ 6,087 Depreciation and amortization ​ 1,267 ​ 1,258 ​ ​ 2,593 ​ 2,456 Other operating expense, net ​ ​ 253 ​ ​ 6 ​ ​ 307 ​ ​ 977 Operating income (loss) ​ 1,409 ​ 2,143 ( 889 ) ​ ( 274 ) Interest expense ​ 107 ​ 71 214 ​ 114 Interest income ​ ( 210 ) ​ ( 251 ) ( 432 ) ​ ( 554 ) Other income ​ ​ ( 1 ) ​ ​ ( 1,133 ) ​ ​ ( 24 ) ​ ​ ( 1,133 ) Income (loss) before income tax expense ​ 1,513 ​ 3,456 ( 647 ) ​ 1,299 Income tax (benefit) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ 510 ​ 815 ( 160 ) ​ 300 Deferred ​ ​ ( 125 ) ​ 140 ( 40 ) ​ 75 ​ ​ 385 ​ 955 ( 200 ) ​ 375 Net income (loss) ​ $ 1,128 ​ $ 2,501 $ ( 447 ) ​ $ 924 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.18 ​ $ 0.40 $ ( 0.07 ) ​ $ 0.15 Diluted ​ $ 0.18 ​ $ 0.40 $ ( 0.07 ) ​ $ 0.15 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares ​ 6,176 ​ 6,072 6,138 ​ 6,068 Weighted average common and common equivalent shares ​ 6,176 ​ 6,072 6,138 ​ 6,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per share ​ $ 0.25 ​ $ 0.25 $ 0.50 ​ $ 1.10 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 4 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three and six months ended June 30, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Common Stock ​ Paid-In ​ Retained ​ Treasury ​ Stockholders’ ​ Shares Amount Shares Amount Capital Earnings Stock Equity ​ ​ (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 8,007 ​ $ 80 ​ — ​ $ — ​ $ 72,593 ​ $ 134,771 ​ $ ( 36,895 ) ​ $ 170,549 Net loss, three months ended March 31, 2024 — ​ ​ — — ​ — ​ — ​ ( 1,577 ) ​ — ​ ( 1,577 ) Dividends declared per common share — ​ — — ​ — ​ — ​ ( 5,321 ) ​ — ​ ( 5,321 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 453 ​ ​ — ​ — ​ 453 401(k) plan contribution — ​ — — ​ — ​ ( 207 ) ​ — ​ 475 ​ 268 Balance at March 31, 2024 8,007 ​ $ 80 — ​ $ — ​ $ 72,839 ​ $ 127,873 ​ $ ( 36,420 ) ​ $ 164,372 Net income, three months ended June 30, 2024 — ​ — — ​ — ​ — ​ 2,501 ​ — ​ 2,501 Forfeiture of restricted stock ( 1 ) ​ — — ​ — ​ — ​ — ​ — ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,566 ) ​ — ​ ( 1,566 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 520 ​ — ​ — ​ 520 Balance at June 30, 2024 8,006 ​ $ 80 — ​ $ — ​ $ 73,359 ​ $ 128,808 ​ $ ( 36,420 ) ​ $ 165,827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ Additional ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Common Stock ​ Paid-In ​ Retained ​ Treasury ​ Stockholders’ ​ Shares Amount Shares Amount Capital Earnings Stock Equity ​ ​ (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ 8,183 ​ $ 82 ​ — ​ $ — ​ $ 74,334 ​ $ 128,216 ​ $ ( 36,710 ) ​ $ 165,922 Net loss, three months ended March 31, 2025 — ​ — — ​ — ​ — ​ ( 1,575 ) ​ — ​ ( 1,575 ) Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,604 ) ​ — ​ ( 1,604 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 527 ​ — ​ — ​ 527 401(k) plan contribution — ​ — — ​ — ​ ( 717 ) ​ — ​ 1,007 ​ 290 Balance at March 31, 2025 ​ 8,183 ​ $ 82 — ​ $ — ​ $ 74,144 ​ $ 125,037 ​ $ ( 35,703 ) ​ $ 163,560 Net income, three months ended June 30, 2025 — ​ — — ​ — ​ — ​ 1,128 ​ — ​ 1,128 Forfeiture of restricted stock ​ ( 1 ) ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Dividends declared per common share — ​ — — ​ — ​ — ​ ​ ( 1,611 ) ​ — ​ ( 1,611 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 603 ​ — ​ — ​ 603 Balance at June 30, 2025 8,182 ​ $ 82 — ​ $ — ​ $ 74,747 ​ $ 124,554 ​ $ ( 35,703 ) ​ $ 163,680 See accompanying notes to unaudited condensed consolidated financial statements. ​ 5 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ 2025 2024 ​ ​ (Unaudited) ​ ​ (In thousands) ​ Statement of Cash Flows ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 447 ) ​ $ 924 ​ Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 2,593 ​ ​ 2,456 ​ Deferred income tax (benefit) expense ​ ​ ( 40 ) ​ ​ 75 ​ Amortization of deferred costs ​ ​ 16 ​ ​ 18 ​ Compensation expense related to restricted stock awards ​ ​ 1,130 ​ ​ 973 ​ Provision for credit losses ​ ​ 225 ​ ​ 579 ​ Loss on sale of assets, net ​ ​ 307 ​ ​ 977 ​ Other gain, net ​ ​ ( 27 ) ​ ​ ( 1,133 ) ​ Barter (revenue) expense, net ​ ​ ( 163 ) ​ ​ ( 32 ) ​ Deferred and other compensation ​ ​ ( 98 ) ​ ​ ( 82 ) ​ Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Increase in receivables and prepaid expenses ​ ​ ( 802 ) ​ ​ ( 1,032 ) ​ Increase (decrease) in accounts payable, accrued expenses, and other liabilities ​ ​ ( 575 ) ​ ​ 1,324 ​ Total adjustments ​ ​ 2,566 ​ ​ 4,123 ​ Net cash provided by operating activities ​ ​ 2,119 ​ ​ 5,047 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Purchase of short-term investments ​ ​ ( 9,031 ) ​ ​ ( 10,817 ) ​ Redemption of short-term investments ​ ​ 9,031 ​ ​ 12,928 ​ Acquisition of property and equipment (Capital Expenditures) ​ ( 2,010 ) ​ ( 2,574 ) ​ Acquisition of broadcast properties ​ — ​ ( 5,705 ) ​ Proceeds from sale and disposal of assets ​ ​ 10 ​ ​ 175 ​ Proceeds from insurance claims and other ​ 27 ​ ​ 1,143 ​ Other investing activities ​ — ​ 4 ​ Net cash used in investing activities ​ ( 1,973 ) ​ ( 4,846 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Proceeds from long-term debt ​ ​ — ​ ​ 5,000 ​ Cash dividends paid ​ ( 3,215 ) ​ ( 19,391 ) ​ Net cash used in financing activities ​ ( 3,215 ) ​ ( 14,391 ) ​ Net decrease in cash and cash equivalents ​ ( 3,069 ) ​ ( 14,190 ) ​ Cash and cash equivalents, beginning of period ​ 18,860 ​ 29,582 ​ Cash and cash equivalents, end of period ​ $ 15,791 ​ $ 15,392 ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents ​ SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2025 and the results of operations for the three and six months ended June 30, 2025 and 2024. Results of operations for three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. We own or operate broadcast properties in 28 markets, including 82 FM and 31 AM radio stations and 79 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2024. We have evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements. Earnings Per Share Information Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan and the Company’s 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. 7 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ The following table sets forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, June 30, ​ 2025 2024 2025 2024 ​ ​ (In thousands, except per share data) ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 1,128 ​ $ 2,501 ​ $ ( 447 ) ​ $ 924 ​ Less: Income (loss) allocated to unvested participating securities ​ 47 ​ 78 ​ ( 21 ) ​ 29 ​ Net income (loss) available to common shareholders ​ $ 1,081 ​ $ 2,423 ​ $ ( 426 ) ​ $ 895 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator for basic earnings per share — weighted average shares ​ 6,176 ​ 6,072 ​ 6,138 ​ 6,068 ​ Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock equivalents ​ — ​ — ​ — ​ — ​ Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions ​ 6,176 ​ 6,072 ​ 6,138 ​ 6,068 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.18 ​ $ 0.40 ​ $ ( 0.07 ) ​ $ 0.15 ​ Diluted ​ $ 0.18 ​ $ 0.40 ​ $ ( 0.07 ) ​ $ 0.15 ​ ​ There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and six months ended June 30, 2025 and 2024, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. Financial Instruments We account for marketable securities in accordance with ASC 320, “ Investments – Debt Securities, ” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At June 30, 2025 and December 31, 2024, we have recorded $ 9.1 million and $ 8.9 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $ 9.1 million and $ 8.9 million, respectively. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from July 2025 to December 2025. Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at June 30, 2025. ​ 8 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Allowance for Credit Losses A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was $ 1,099,000 and $ 1,071,000 at June 30, 2025 and December 31, 2024, respectively. The activity in the allowance for credit losses during the six months ended June 30, 2025 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Write Off of ​ ​ ​ Balance ​ Charged to ​ Uncollectible ​ Balance at ​ ​ at Beginning ​ Costs and ​ Accounts, Net of ​ End of Six Months Ended of Period Expenses Recoveries Period ​ ​ (in thousands) June 30, 2025 ​ $ 1,071 ​ $ 225 ​ $ ( 197 ) ​ $ 1,099 ​ Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Segments We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. The CODM is regularly provided with financial information consistent with the Condensed Consolidated Statement of Income presented within. Specifically, the CODM utilizes consolidated operating income as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations. Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Condensed Consolidated Statement of Income. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. ​ ​ 9 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Significant departmental expenses included in station operating expenses for the three and six months ended June 30, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ ​ 2025 2024 ​ 2025 2024 ​ ​ (In thousands) ​ (In thousands) Programming and Technical ​ $ 7,338 $ 7,539 ​ $ 14,544 $ 14,718 Station General and Administrative ​ 6,615 ​ 6,862 ​ 13,765 ​ 14,253 Selling ​ 5,713 ​ 6,048 ​ 10,871 ​ 11,524 Interactive ​ ​ 1,807 ​ ​ 1,947 ​ ​ 3,470 ​ ​ 3,475 Other (1) ​ 753 ​ 909 ​ 1,539 ​ 1,794 Station Operating Expense ​ $ 22,226 ​ $ 23,305 ​ $ 44,189 ​ $ 45,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Other includes production and news departments, advertising and promotional expense. ​ Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. ​ Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss), total assets, cash flows or shareholder’s equity. ​ ​ ​ 10 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ 2. Recent Accounting Pronouncements New Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures. ​ In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE )” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2025, the FASB issued ASU 2025-01 clarifying the effective date for ASU 2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures. ​ In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year. We are currently evaluating the impact of ASU 2025-05 will have on our financial statement disclosures. ​ ​ 3. Revenue Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue. Interactive Advertising Revenue We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, search engine management, search engine optimization, online promotions, advertising on our online news sites, websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for interactive revenue. Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. 11 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Disaggregation of Revenue Revenues from contracts with customers comprised the following for three and six months ended June 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, June 30, ​ 2025 2024 2025 2024 ​ ​ (in thousands) (in thousands) Types of Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Broadcast Advertising Revenue, net ​ $ 21,626 ​ $ 23,167 ​ $ 40,480 ​ $ 43,649 ​ Digital Advertising Revenue ​ 4,558 ​ 4,254 ​ 8,053 ​ 7,333 ​ Other Revenue ​ 2,045 ​ 2,295 ​ 3,908 ​ 4,028 ​ Net Revenue ​ $ 28,229 ​ $ 29,716 ​ $ 52,441 ​ $ 55,010 ​ ​ Contract Liabilities Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our sales contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for sales contracts which have original expected durations of one year or less. ​ 4. Broadcast Licenses, Goodwill and Other Intangible Assets We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. ​ We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. The income approach is used and it is based upon a discounted cash flow analysis incorporating significant assumptions such as projected revenues including a projected long-term growth rate, projected operating margins, projected general and administrative expenses and a discount rate appropriate for the industry. If the fair value of our reporting unit is less than the carrying amount, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds our reporting unit’s fair value. The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit. ​ 12 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets. ​ The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the six months ended June 30, 2025. We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time. ​ If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. ​ Intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases ranging from five to twenty-six years . Other intangibles are amortized over one to fifteen years . Customer relationships are amortized over three years . ​ 5. Common Stock and Treasury Stock As previously disclosed, the passing of our founder and former Chairman, President and CEO Edward K. Christian, and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share. We no longer have any shares of Class B Common Stock issued or outstanding , nor will there be any issued in the future. Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock). Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the principal shareholder, and (iii) as otherwise provided by law. Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of seven members at June 30, 2025. Currently, our Board of Directors consists of seven members. Holders of Common Stock are not entitled to cumulative voting in the election of directors. The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share. Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of Common Stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of Common Stock. 13 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Liquidation Rights. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors. The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ Common Stock Issued ​ Class A Class B ​ ​ (Shares in thousands) Balance, January 1, 2024 ​ 8,007 ​ — Issuance of restricted stock 177 — Forfeiture of restricted stock ( 1 ) — Balance, December 31, 2024 8,183 — Forfeiture of restricted stock ​ ( 1 ) ​ — Balance, June 30, 2025 8,182 — ​ We have a Stock Buy-Back Program (the “buy-Back Program”) to allow us to purchase up to $ 75.8 million of our Class A Common Stock. As of June 30, 2025, we have remaining authorization of $ 17.7 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable Security and Exchange Commission regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent authorization instructions extension being through May 28, 2020. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan. During the three and six months ended June 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program. As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the potential sale of non-core assets to fund stock buybacks under the Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks. ​ 6. Leases We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew . The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of June 30, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced. ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets were $ 6.2 million and $ 6.9 million at June 30, 2025 and December 31, 2024 respectively. Lease liabilities were $ 6.5 million and $ 7.3 million at June 30, 2025 and December 31, 2024, respectively. During the six months ended June 30, 2025, we recorded additional ROU assets under operating leases of $ 35,000 . Payments on 14 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ lease liabilities during the three and six months ended June 30, 2025 and 2024 totaled $ 430,000 , $ 964,000 , $ 445,000 , and $ 973,000 , respectively. Lease expense includes cost for leases with terms in excess of one year. For the three and six months ended June 30, 2025 and 2024, our total lease expense was $ 407,000 , $ 887,000 , $ 475,000 and $ 950,000 , respectively. Short-term lease costs are de minimis in nature. We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2025 (in thousands): ​ ​ ​ ​ ​ Years Ending December 31, ​ ​ 2025 (a) $ 915 2026 ​ 1,795 2027 ​ 1,613 2028 ​ 1,212 2029 ​ 784 Thereafter ​ 1,465 Total lease payments (b) ​ 7,784 Less: Interest (c) ​ 1,262 Present value of lease liabilities (d) ​ $ 6,522 ​ (a) Remaining payments are for the six-months ending December 31, 2025. (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2025. (c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. (d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.9 years and 5.9 % , respectively, at June 30, 2025. ​ ​ ​ ​ ​ ​ 7. Acquisitions and Dispositions The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations . Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. ​ 2025 Dispositions ​ On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market. We recorded a $ 19,000 loss on the disposal in our other operating (income) expense , net line item on our Condensed Consolidated Statement of Operations. ​ ​ 15 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ 2024 Acquisitions and Dispositions ​ On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $ 5.3 million, subject to certain purchase price adjustments. The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $ 5,832,000 , which included the purchase price of $ 5,300,000 , the purchase of $ 499,000 in accounts receivable and transactional costs of approximately $ 121,000 offset by $ 88,000 in certain closing adjustments. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The $ 76,000 allocated to goodwill is deductible for tax purposes. The fair value of the property and equipment was estimated using cost and market approaches. The fair value of the FCC license was estimated using the discounted cash flow method. Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets. The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis. The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows: ​ ​ ​ ​ ​ ​ ​ Discount rate 9.5 % Operating profit margin ranges 27.5 % Market long-term revenue growth rates 0.5 % ​ On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc. for $ 150,000 . We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Condensed Consolidated Statement of Operations. On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $ 10,000 . We recorded a $ 147,000 loss on the sale in our other operating (income) expense , net line item on our Condensed Consolidated Statement of Operations. On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded a $ 800,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations. ​ 16 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2025 and 2024 acquisitions. The allocation of the purchase price for the 2024 acquisition was final at December 31, 2024. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisitions in ​ 2025 2024 ​ ​ (In thousands) Assets Acquired: ​ ​ ​ ​ ​ ​ Current assets ​ $ — $ 534 Property and equipment ​ ​ — ​ 2,035 Other assets: ​ ​ ​ ​ ​ ​ Broadcast licenses ​ — ​ 2,150 Goodwill ​ — ​ 76 Other intangibles, deferred costs and investments ​ — ​ 1,044 Total other assets ​ — ​ 3,270 Total assets acquired ​ — ​ 5,839 Liabilities Assumed: ​ ​ ​ ​ ​ ​ Current liabilities ​ — ​ 128 Total liabilities assumed ​ — ​ 128 Net assets acquired ​ $ — ​ $ 5,711 ​ ​ ​ ​ 17 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Pro Forma Results of Operations for Acquisitions (Unaudited) ​ The following unaudited results of our operations for the three and six months ended June 30, 2025 are actual results and the unaudited proforma results of operations for the three and six months ended June 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ 2025 2024 ​ 2025 2024 ​ ​ (In thousands, except per share data) ​ ​ (In thousands, except per share data) Pro forma Consolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net operating revenue ​ $ 28,229 ​ $ 30,256 ​ ​ $ 52,441 ​ $ 56,178 Station operating expense ​ 22,226 ​ 23,692 ​ ​ 44,189 ​ 46,679 Corporate general and administrative ​ 3,074 ​ 3,004 ​ ​ 6,241 ​ 6,087 Depreciation and amortization ​ 1,267 ​ 1,350 ​ ​ ​ 2,593 ​ 2,685 Other operating expense (income), net ​ 253 ​ 6 ​ ​ 307 ​ 977 Operating income (loss) ​ 1,409 ​ 2,204 ​ ​ ( 889 ) ​ ( 250 ) Interest expense ​ 107 ​ 123 ​ ​ 214 ​ 245 Interest income ​ ( 210 ) ​ ( 251 ) ​ ​ ( 432 ) ​ ( 554 ) Other income, net ​ ( 1 ) ​ ( 1,133 ) ​ ​ ( 24 ) ​ ( 1,133 ) Income (loss) before income tax expense ​ 1,513 ​ 3,465 ​ ​ ( 647 ) ​ 1,192 Income tax (benefit) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ 510 ​ ​ 816 ​ ​ ​ ( 160 ) ​ ​ 275 Deferred ​ ( 125 ) ​ 149 ​ ​ ( 40 ) ​ 71 ​ ​ ​ 385 ​ ​ 965 ​ ​ ​ ( 200 ) ​ ​ 346 Net income (loss) ​ $ 1,128 ​ $ 2,500 ​ ​ $ ( 447 ) ​ $ 846 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.18 ​ $ 0.40 ​ ​ $ ( 0.07 ) ​ $ 0.13 Diluted ​ $ 0.18 ​ $ 0.40 ​ ​ $ ( 0.07 ) ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8. Income taxes Income tax expense of $ 385,000 was recorded for the three months ended June 30, 2025 compared to $ 955,000 for the three months ended June 30, 2024. The effective tax rate was approximately 25.4 % for the three months ended June 30, 2025 compared to 27.6 % for the three months ended June 30, 2024. An income tax benefit of $ 200,000 was recorded for the six months ended June 30, 2025 compared to income tax expense of $ 375,000 for the six months ended June 30, 2024. The effective tax rate was approximately 30.9 % for the six months ended June 30, 2025 compared to 28.9 % for the six months ended June 30, 2024. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. ​ 18 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ On July 4, 2025, new tax law was signed, providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act. The Company does not anticipate the change in tax law to have a material impact on its financial statements. The Company will continue to monitor federal and state-level guidance, including state conformity to these federal tax changes, as further legislative and administrative updates become available. ​ 9. Stock-Based Compensation 2005 Incentive Compensation Plan On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, the “Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allowed for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The number of shares of Common Stock that was allowed to be issued under the Second Restated 2005 Plan was not to exceed 370,000 shares of Class B Common Stock, or 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 shares of Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten ( 10 ) years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant . 2023 Incentive Compensation Plan On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012; therefore, there was no compensation expense related to stock options for the three and six months ended June 30, 2025 and 2024, respectively. There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of June 30, 2025. All outstanding stock options were exercised in 2017. 19 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ The following summarizes the restricted stock transactions for the six months ended June 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ ​ ​ Fair ​ Shares Value Outstanding at January 1, 2025 ​ 284,802 ​ $ 15.64 Vested ​ 6,579 ​ ​ 15.08 Forfeited ​ 980 ​ ​ 20.41 Non-vested and outstanding at June 30, 2025 277,243 $ 15.63 ​ For the three and six months ended June 30, 2025 and 2024, we had $ 603,000 , $ 1,130,000 , $ 520,000 and $ 973,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the three and six months ended June 30, 2025 and 2024 was $ 159,000 , $ 297,000 , $ 137,000 and $ 256,000 , respectively. ​ 10. Long-Term Debt Long-term debt consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 ​ ​ (In thousands) Revolving credit facility ​ $ 5,000 ​ $ 5,000 Amounts payable within one year ​ — ​ — ​ ​ $ 5,000 ​ $ 5,000 ​ On December 19, 2022, we entered into the Third Amendment (the “Third Amendment”) to our Credit Facility, (“Credit Facility”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Approximately $ 266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment to our Credit Facility (the “Second Amendment”), the Company incurred an additional $ 120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $ 161,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. ​ 20 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 4.45 % at June 30, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % . The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25 % per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Credit Facility. The Credit Facility contains a number of financial covenants (all of which we were in compliance with at June 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. We have approximately $ 45 million of unused borrowing capacity under the Credit Facility at June 30, 2025 and December 31, 2024. ​ ​ 11. Litigation From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate. ​ 12. Dividends During the six months ended June 30, 2025, the Company’s Board of Directors have declared two quarterly cash dividends on its Class A Common Stock. These dividends totaling $ 0.50 per share and approximately $ 3.2 million were paid as of June 30, 2025. During the six months ended June 30, 2024, the Company’s Board of Directors declared two quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends totaling $ 1.10 per share and approximately $ 6.9 million were paid during 2024. Additionally, $ 12.5 million was paid in 2024, relating to the special dividend declared in December 2023. The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy. The Company may also declare special dividends and implementation of stock buybacks in future periods. The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors. ​ ​ ​ 21 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ 13. Other Income and Loss During the second quarter of 2024, the Company received $ 1,133,000 related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and recorded a gain of $ 1,133,000 . The gain on sale of investment is recorded in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations. ​ 14. Commitments and Contingencies As previously disclosed, Mr. Christian passed away on August 19, 2022. As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, as described in our annual report on Form 10-K for the year ended December 31, 2022. In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits , we accrued all necessary expenses as of September 30, 2022. Under the agreement, the Company is responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy and as such, recorded $ 480,000 in the fourth quarter of 2024 when the transfer of the policy occurred. The payment was made to the estate on July 31, 2025. As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant entered into an Interim License Agreement with Broadcast Music, Inc. (“BMI”) that was effective January 1, 2022 and will remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. We anticipate that an agreement will be finalized in the 3 rd or 4 th quarter of 2025. We may incur additional expenses related to that agreement. It is too early to tell the financial impact of the new agreement. ​ ​ 22 Table of Contents